CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. ALLIANCE AGREEMENT

Development Agreement

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Title: CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. ALLIANCE AGREEMENT
Governing Law: New York Date: 4/13/2006
Industry: ELECTR Sector: TECHNO

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Alliance Agreement and Joint Development Agreement

Exhibit 10.30

CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

ALLIANCE AGREEMENT

This Alliance Agreement (the “Agreement”) is made the 16th day of June, 2003 (the “Effective Date”) between:

BETWEEN

ALIEN TECHNOLOGY CORPORATION (“ALIEN”) a company organized and existing under the laws of California, with a place of business at 18220 Butterfield Blvd, Morgan Hill, CA 95037, represented by Stavro Prodromou, in his quality of President and Chief Executive Officer,

On the one hand,

AND

STMicroelectronics NV (“ST”) a company organized and existing under the laws of the Netherlands, with a place of business at WTC Schiphol Airport Amsterdam, Schiphol Boulevard 265, 1118 BH Schiphol Airport, the Netherlands, acting for the purposes of this Agreement through its Swiss Branch with offices at 39, chemin du Champ-des-Filles, 1228 Plan-les-Ouates, Geneva, Switzerland, represented by Carlo Bozotti, in his quality of Corporate V.P.,

On the other hand.

Collectively referred to as the “Parties” or individually as the “Party”.

RECITALS

1.	ST and ALIEN are both active sponsors of the Auto-ID Center created by the Massachusetts Institute of Technology (“MIT”) and share its vision of a common specification to drive mass adoption of low-cost RFID as a next-generation Auto-ID solution;

2.	ALIEN has developed high-performance, low-cost RFID products (IC, tags, and reader) which operate according to the Auto-ID Center’s Class 1 specification;

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

ST designs, develops, manufactures and markets a wide variety of semiconductor integrated circuits and discrete components, including in particular various non-volatile memories, smart card chips and other memory-based special function ICs; In particular, ST has developed a full portfolio of contactless memories and readers notably based on 13.56Mhz protocols and set-up cost effective manufacturing facilities to enter this cost driven market.

ST and ALIEN desire to leverage each other’s expertise, technology, and manufacturing capabilities in order to gain a substantial leadership position in the field of low-cost, high-performance RFID products which operate according to the Auto-ID Center specifications, such as additional Class 1 ICs, Class 2 ICs, RFID inlays and RFID readers for the mutual advantage of ST and ALIEN;

5.	ST and ALIEN are both committed to accelerating the growth and driving mass adoption of the low-cost RFID as a next-generation Auto-ID solution, and are interested in leveraging the strengths of both companies to help make this happen;

6.	ST and ALIEN desire to define the general framework under which:

the Parties will cooperate in the design and development of RFID products, based on ST process technology, ST non volatile memories expertise and know how in the field of contactless memories and readers, that will operate in accordance with the Auto-ID Center specifications and future evolutions; and

ST will manufacture and supply to ALIEN as well as to third parties such RFID products; and

the Parties will cooperate in the marketing of such RFID products with the mutual goal of accelerating adoption of low-cost RFID in order to build manufacturing volume rapidly and to thereby drive down manufacturing costs. This activity is expected to include joint marketing to individual customers, as well as industry marketing to broader audiences; and

The Parties will collaborate to support the worldwide adoption of the Auto-ID Center’s specifications as the standard platform for the deployment of the RFID technology worldwide. This activity is expected to focus in particular on the UHF and microwave frequency bands; and

The Parties will cooperate in the advancement and implementation of low-cost RFID tag manufacturing techniques best suited to meet the demands of the market in the near-, medium-, and long-term, according to the manufacturing volumes required. This cooperation is expected to leverage ST’s low-cost manufacturing capabilities and infrastructure and ALIEN’s low-cost, high-volume IC packaging and tag assembly approaches.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

NOW, THEREFORE, in furtherance of the foregoing Recitals and in consideration of the mutual covenants and obligations set forth in this Agreement, the Parties agree as follows:

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

1	Establishment of Alliance

ALIEN and ST hereby form an alliance under which the Parties will cooperate in the design, development and marketing of certain RFID products - that are designated as “Alliance RFID Products” and defined in Paragraph 4.2 of this Agreement - for sales by ALIEN and ST, individually or jointly, under terms and conditions to be mutually agreed upon by the Parties in specific Project Agreements. As a part of this Alliance, ST will serve as the exclusive manufacturer of such Alliance RFID Products and ST will sell and ALIEN will purchase such Alliance RFID Products under terms and conditions to be mutually agreed upon by the Parties in specific Project Agreements. Also as a part of this Alliance, the Parties will jointly promote AutoID compliant devices for a fast large volume deployment worldwide according to terms and conditions to be mutually agreed upon by the Parties in a specific Project Agreement.

2	Relationship between Alliance Agreement and Project Agreements.

This Alliance Agreement constitutes the framework defining the terms and conditions for the Alliance. Specific Alliance RFID Products joint development activities, manufacturing and supply activities, and marketing efforts (“Projects”) may be launched by the Alliance. Projects will be subject to the terms and conditions established in corresponding specific Project Agreements that will be titled as either “Development Agreement”, “Manufacturing and Supply Agreement”, or “Marketing Agreement” depending on the nature of the activities governed by these Project Agreements. This Alliance Agreement establishes the contents of future Project Agreements and default provisions therefore. Any deviation in a Project Agreement from the framework established in this Alliance Agreement should be identified clearly in the Project Agreements. If any provision in a Project Agreement is in conflict with a provision in this Alliance Agreement, the provision in the Project Agreement controls.

3	Intellectual Property Definitions

3.1

“Technology” means developments, ideas, designs, inventions, information, know-how, technology, both tangible and intangible, and Intellectual Property Rights.

3.2

“Intellectual Property Rights” means (a) all Patent Rights, (b) all United States and foreign semiconductor mask work rights and registrations for such rights, and (c) all copyright rights and all other literary property and author rights, whether or not copyrightable, and all copyrights and copyrighted interests, including any renewals thereof, and (d) rights relating to the protection of trade secrets and confidential information, and

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

(e) any right analogous to those set forth herein and any proprietary rights relating to intangible property.

3.3

“Patent Rights” means all United States and foreign patent and application for patent, industrial models, industrial designs, utility models, certificates of invention, and other indicia of invention ownership, including any such rights granted upon reissue, division, continuation or continuation-in-part applications.

3.4

“Background Technology” of a Party means any and all Technology that such Party (i) either (a) owned or controlled prior to the Effective Date of this Agreement or of the relevant Project Agreement; or (b) develops or acquires ownership or control of, during the term of this Agreement or of the relevant Project Agreement but outside the scope of activities pursuant to this Agreement or the relevant Project Agreement, and (ii) in each case, that is used in conjunction with the specific Project, whether or not incorporated into an Alliance RFID Product.

3.5

“Foreground Technology” of a Party means any and all Technology that is developed or conceived solely by employees of that Party during work within the scope of and pursuant to this Agreement or the relevant Project Agreement, whether or not incorporated into an Alliance RFID Product.

3.6

“Joint Foreground Technology” means any and all Technology that is developed or conceived either (a) jointly by ALIEN and ST employees during work within the scope of and pursuant to this Agreement or the relevant Project Agreement, or (b) by employees of one of the Parties arising out of or as a result of work done under this Agreement or the relevant Project Agreement and such Foreground Technology is based on the other Party’s proprietary Foreground or Background Technology or on jointly developed or conceived Joint Foreground Technology in the meaning of (a) above.

3.7

“FSA Technology” means the materials, equipment and processes required to perform Alien’s “Fluidic Self Assembly” approach to placing shaped integrated circuits, called NanoBlock™ ICs, into rolls of plastic film and forming interconnects to those ICs, to the extent constituting ALIEN Background Technology.

3.8

“NanoBlock Technology” means Alien NanoBlock™ IC specifications and formation process, irrespective of the assembly technology used to convert the chip into the RF Tag, to the extent constituting ALIEN Background Technology.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

4	General Definitions

4.1

“Alliance” means the collaboration between ALIEN and ST entered into under this Agreement.

4.2

“Alliance RFID Products” means RFID Products compliant with existing Auto-ID Center specifications and future evolutions thereof jointly developed by ALIEN and ST within the framework of a Project using ST process technology.

4.3

“Mask Works” means any and all masks generated for the manufacturing of the Alliance RFID Products.

4.4

“RFID Products” means integrated circuits, tags and/or readers that are targeted to the Radio Frequency Identification applications.

4.5

“Confidential Information” shall have the meaning set forth in Paragraph 7.2 of this Agreement.

4.6

“Project” means any project entered into under the Alliance and governed by a Project Agreement.

4.7

“Term” means the period from Effective Date till Expiry Date of this Agreement.

4.8

“Affiliates” means an entity controlling, controlled by or under common control with ST or ALIEN , at the Effective Date of this Agreement or thereafter, for so long as such control exists. For the purposes of this definition, “control” shall mean direct or indirect possession of greater than 50 % of the voting rights of such entity or other type ownership interests with sufficient power to elect or cause the election of a majority of the Board of Directors or like governing body of such legal entity.

5	Organization responsible for the execution of this Agreement :

5.1

Alliance administration. Alliance Coordinators (as designated in Paragraph 5.3) will be responsible for the successful execution of the Alliance and undertake to meet at least twice a year to review the operation of this Agreement and the Projects being executed within its framework. These meetings will include the Alliance Coordinators and other relevant executives of both Parties, for example Stavro Prodromou (ALIEN) and Claude Dardanne (ST), hereafter referred to as the “Executive Committee”.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

5.2

Project Administration. The Project Agreement for a specific Project shall establish the organization responsible for the implementation of that Project. That organization will normally consist of a team comprising senior management representatives of each Party, and a “Program Management” team tasked with the management and execution of the Project.

5.3

Alliance Coordinators.

5.3.1

ALIEN designates the following person as its Alliance Coordinator:


Name:		Thomas M. Pounds
Company:		Alien Technology Corp.
Address:		18220 Butterfield Blvd.
		Morgan Hill, CA 95037 USA
Phone:		408-201-7470
Fax:		408-782-3908

5.3.2

ST designates the following person as its Alliance Coordinator:


Name:		Francis Dell’Ova
Company:		STMicroelectronics
Address:		ZI de Rousset – BP 2
		13106 Rousset cedex, France
Phone:		+33 (0)4 42 68 82 42
Fax:		+33 (0)4 42 29 00 68

5.3.3

The responsibility of the Alliance Coordinator for each Party will be to act as an overall coordinator for cooperation between the Parties under the Alliance. Each Party will advise the other Party in writing of any successor Alliance Coordinator.

6	Launching of new Projects:

6.1

At any time during the Term of the Alliance, one Party may make to the other Party a new Project Request containing the information stated in Paragraph 6.2 below. New Project Requests should involve activities to be performed by both Parties within the framework of the Alliance. This may include: new Alliance RFID Product design and development, a modification of an existing Alliance RFID Product for either Party that will require any level of participation from the other Party, manufacturing and supply activities and joint marketing efforts.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

6.2

The Party issuing a new Project Request shall provide to the other Party the following information:

(a)

Project title and brief description clearly identifying the application, reasons for and mutual interests of the Parties in the Project, the deliverables and estimated duration. Where appropriate, estimates of chip size, package, customers pricing and volume objectives also will be included.

(b)

Clear definition of respective responsibilities for each Party to the Project.

(c)

Identification of risks and any mitigation strategies.

(d)

The proposed organization of the Project.

6.3

The Alliance Coordinators of each Party shall mutually evaluate the feasibility and interest of the new Project Request. The non requesting Party will decide in good faith whether it is willing to enter the Project or not. Prior to starting a new Project, the Parties shall clearly define the business model(s) applicable for that Project, including marketing, sales, costing and pricing, logistics related to the sales of the products as well as the expected sales revenues and net revenue to be generated.

7	Confidentiality and Press Releases

7.1

Non-Disclosure Agreement. The Parties hereby agree to execute a non-disclosure agreement to protect the confidentiality and limit the use of any Confidential Information exchanged in connection with the Alliance and/or within the framework of specific Projects.

7.2

Public announcement. The Parties expressly agree that no press release or public disclosure of the existence and the terms and conditions of the Alliance or the activities pertaining thereto (including the Projects, Project Agreements and Alliance RFID Products) can be made without the prior written consent of the other Party.

8	Intellectual Property Rights Ownership

8.1

Background Technology. ST and ALIEN will each retain all rights, titles and interests in their respective Background Technology, including Intellectual Property Rights therein.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

Each Project Agreement may specify each Party’s major items of Background Technology that are used in conjunction with the specific Project.

8.2

Foreground Technology. Except as provided in Paragraph 8.3 below, to the extent that Foreground Technology does not constitute Joint Foreground Technology, each Party will solely own all rights, titles and interests in its respective Foreground Technology, including Intellectual Property Rights therein.

Each Project Agreement may specify in detail the classification and ownership rights of the Foreground Technology developed in conjunction with the specific Project.

If either Party desires to file a patent or any other Intellectual Property Right based upon its Foreground Technology, it shall notify the other Party prior to any filing of the proposed filing in reasonable detail.

8.3

Joint Foreground Technology. The Parties will jointly own all rights, titles and interests in the Joint Foreground Technology, including Intellectual Property Rights therein.

Each Party shall have the undivided rights and equal interest to exploit such Joint Foreground Technology, including the right to grant non-exclusive licenses, without restriction and without providing notice or accounting to the other Party. The Parties will cooperate with respect to patent and other Intellectual Property Rights applications and registrations, maintenance protection and enforcement thereof, for Joint Foreground Technology. All Joint Foreground Technology to the extent constituting Confidential Information when the Joint Foreground Technology is made will be maintained confidential by both Parties unless otherwise agreed in writing; all such Confidential Information in written or any other tangible form shall be marked “ST-ALIEN Confidential”. This shall not, however, prohibit either Party from exploiting such information, including without limitation, incorporating the corresponding technology into products, or disclosing the information, in confidence, to third parties, subject to prior signature with any such third parties of a non-disclosure agreement containing terms and conditions similar to those of the non-disclosure agreement attached in Exhibit A hereto. If either Party desires to file a patent or any other Intellectual Property Right based upon the Joint Foreground Technology, it shall notify the other Party prior to any filing of the proposed filing in reasonable detail. The Parties shall share equitably the expenses associated with the first and further filings of patent applications of such Joint Foreground Technology as well as with the maintenance of such applications and the patents granted thereon. However, in the event one of the Party elects not to seek or intends to

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

abandon Intellectual Property Rights in respect to any such Joint Foreground Technology in any particular country or elects not to share equitably in the expenses thereof with the other Party, that other Party shall have the right to apply for or maintain such Intellectual Property Rights at its own expense in such country and shall have full ownership and control over the prosecution, maintenance and licensing thereof in accordance with the terms of this Agreement. The Party which has decided to abandon its involvement as aforesaid (and, in the case of ST, ST’s Affiliates) will be licensed to use or have used for its own purposes the Joint Foreground Technology concerned provided this Party complies with the confidentiality obligations set out in Paragraph 7 to the extent the Joint Foreground Technology constitutes Confidential Information of the other Party. This license will be a worldwide, royalty-free, fully paid up, personal, limited, non-exclusive, nontransferable, nonsublicensable, license to make, have made, use, import, offer to sell, and sell any products and item, and to practice any method or process under the Joint Foreground Technology and to reproduce, distribute and create derivative works of, and otherwise exploit the Joint Foreground Technology.

For the avoidance of doubt, neither Party may file a patent or any other Intellectual Property Rights over the good faith and duly justified objection of the other if the patent discloses and would reveal Confidential Information of the other Party.

Each Project Agreement may specify in detail the classification and ownership rights of the Joint Foreground Technology developed in conjunction with the specific Project.

8.4

Cooperation for filing or prosecuting applications for patents. Each Party agrees that, without charge to the other Party, it will and will have its employees sign all papers and do all acts which may be necessary, desirable or convenient to enable the filing Party at its expense to file and prosecute applications for patents on the Technology that is developed or conceived during work within the scope of and pursuant to this Agreement or the relevant Project Agreement, and to maintain patents granted thereon. In addition, each Party agrees to acquire from its employees such assignments, rights and covenants to assure the other Party that it shall receive the rights provided in this Paragraph 8. Employees of each Party performing the Development Program shall not collaborate with third parties in performing the Development Program without the other Party’s prior written consent

Ownership of Mask Works. Nothwithstanding any contrary provision in this Agreement, all Mask Works constitute ST Foreground Technology and shall be the sole and exclusive property of ST including the exclusive rights to protect, register, prosecute and defend such Mask Works.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


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CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

9	Licenses

9.1

Licenses for performance of Project Agreements. Unless a Project Agreement specifies otherwise, each Party (“Licensor”) hereby grants the other Party (including in the case of ST, ST’s Affiliates) (“Licensee”) a non-exclusive, personal, non-transferable, royalty free, worldwide license under Licensor’s Background and Foreground Technology (and Intellectual Property Rights therein) to the extent necessary to carry out Licensee’s obligations under a specific Project Agreement entered into under this Alliance and only for the duration of the Project Agreement.

Each Party receiving Background or Foreground Technology from the other Party undertakes to keep such Technology strictly confidential in accordance with the provisions of Paragraph 7 of this Agreement.

9.2

Licenses for exploitation of Technology developed under the Alliance.

In conjunction with Project Agreements, ALIEN agrees to grant irrevocable permission to ST and its Affiliates to sell or have sold the Alliance RFID Products to any third party customer. In order to give effect to the foregoing, ALIEN will grant ST and its Affiliates, a worldwide, perpetual, royalty free, fully paid up, license under any ALIEN proprietary Technology (such as but not limited to ALIEN Background and Foreground Technology as defined herein but excluding the NanoBlock Technology and FSA Technology unless specifically called for in a Project Agreement), including the Intellectual Property Rights therein to the extent necessary for ST and its Affiliates, to design, develop, have designed, have developed, manufacture, have manufactured, commercialize (directly or through its distribution channel) to any third party the Alliance RFID Products. For the avoidance of doubt, ST and ALIEN will negotiate and execute Project Agreement(s) reflecting the terms set forth in this Paragraph 9.2 (a). It is anticipated that such Project Agreement(s) will contain customary provisions in addition to, but consistent with, the terms set forth in this Alliance Agreement.

10	Effective Access to Background Technology

10.1

As a basic part of this Alliance, the Parties will jointly develop Alliance RFID Products based on certain ST process technology.

***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.